Terms and Conditions
Agreement – Taken as a whole, these Terms and Conditions, each applicable Quote and each applicable SOW.
Commencement Date – No more than ninety (90) days from the Effective Date of the Quote but confirmed during certification sign off after Primex Proven Process completion. If Primex Proven Process is not used for purchasing of additional Monitoring Points on an existing account, the Commencement Date will be no more than ninety (90) days from shipment.
Customer – the customer noted on Page 1, Section 1 of the SOW.
Customer Data – all non-public materials, data and information provided by Customer to Primex, including without limitation, the Customer data and Customer’s Confidential Information, and all intellectual property rights thereto.
Effective Date - The date noted on Page 1, Section 2 of the SOW.
Initial Term - The term from the Commencement Date and continuing for a period of thirty-six (36) months from the Commencement Date.
Monitoring Data – data generated by Monitoring Points but excluding any information that identifies the Customer.
Monitoring Point – a single point of measure which is monitored for performance by means of a sensor device (e.g., temperature, humidity, differential pressure, water leak, contact closure, etc.).
Primex – Primex Wireless, Inc. dba Primex Wireless, a Wisconsin corporation.
SOW – The OneVue Sense Statement(s) of Work entered into by Primex and the Customer with respect to the Subscription Offering.
Subscription Offering - The OneVue Software, OneVue Support, on a subscription basis as set forth in the Quote and Statement of Work, if applicable. OneVue Hardware (sensors and accessories) may be included in the subscription or a separate purchase.
Quote – The quotation(s) issued by Primex to the Customer for the Subscription Offering and the purchase of products and/or configuration, training and installation services from Primex.
Capitalized terms used in these Terms and Conditions but not defined herein shall have the meanings given to them in the applicable Quote and/or SOW, as applicable, issued by Primex or entered into by Primex and the Customer from time to time.
2. Term and Termination
This Agreement commences on the Commencement Date and continues in effect from that date for the duration of the Initial Term. Customer may not terminate the Agreement during this Initial Term except as set forth below. This Agreement shall automatically renew for successive renewal terms of one (1) year each. The Customer may terminate this Agreement after the Initial Term by serving written notice of its intention at least ninety (90) days prior to the date of the next such renewal period. In the event of termination, Primex shall be entitled to compensation for any amounts due to it through the end of the Initial Term or the applicable renewal period including, but not limited to, compensation for hours worked as well as outstanding expenses and Subscription Fees due and owing through the end of such term. Either party shall have the right to terminate this Agreement upon any breach hereof by the other party by providing the other party with thirty (30) days’ prior written notice, which notice shall contain reasonably sufficient detail regarding the alleged breach, provided the party in breach shall not have cured such breach within thirty (30) days of receipt of notice. Upon termination of this Agreement, all rights granted to Customer will terminate and revert to Primex.
NOTICE TO CUSTOMER OF AUTOMATIC EXTENSION. Customer acknowledges that it understands the Agreement will be automatically extended for subsequent one (1) year periods after the Initial Term, unless Customer provides written notice to Primex at least ninety (90) days prior to the scheduled expiration date declining the automatic extension. Each automatic extension will be for an additional one (1) year period. In the event the term of this Agreement is automatically extended, the Subscription Fees may increase at the beginning of each one (1) year extension period as set forth in the Quote. If Customer does not want the Agreement to continue for any one (1) year extension period, Customer must provide written notice to Primex at least ninety (90) days prior to the scheduled expiration date of the then-current term in accordance with the first paragraph of this Section (e.g., if the expiration date is scheduled to occur on July 31st, Customer must provide written notice to Primex so that it is received on or before May 3rd in one of the manners specified in Section 14 below for delivery of notices.
Upon expiration or termination of this Agreement for any reason, Primex shall completely destroy or erase all copies of Customer’s Confidential Information in Primex’s possession in any form, including but not limited to electronic, hard copy or other memory device except for (i) Customer’s Confidential Information contained in any backup which shall be retained for a term of up to 90 days from the date of termination, or (ii) as otherwise set forth in this Agreement.
3. Proprietary Protection and Restrictions
As between Customer and Primex, Primex and its licensors have and shall have sole and exclusive ownership of all rights, title, and interest in the OneVue Software and all modifications and enhancements thereof (including ownership of all patents, trade secrets, copyrights, and other intellectual property rights pertaining thereto). Customer is only permitted to use the OneVue Software, or any services provided by Primex, for its own business purposes and is not permitted to provide service bureau, data processing, time sharing services, or to otherwise provide environmental monitoring or time synchronization services to third parties. To the extent that any third-party software is provided herein, Customer agrees that it shall only use such software in conjunction with the OneVue Software. Customer acknowledges that it is prohibited from engaging in, causing, assisting, or permitting the reverse engineering, disassembly, translation, adaption or recompilation of the OneVue Software, SaaS services, and any third party software and that it shall not attempt to obtain or create the source code from the object code of the OneVue Software, and third party software provided to it pursuant to the Agreement, unless explicitly permitted by applicable and mandatory law.
4. Customer Data and Usage Data
Customer represents and warrants that it has the appropriate rights to provide Customer Data to Primex and that it has disclosed all potential uses of the Customer Data to the entity that has provided the same at or before the time the Customer Data was collected. Customer shall retain ownership of the entire right, title, and interest in and to Customer Data. No ownership rights in Customer Data are transferred to Primex. Primex shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data as more fully set forth in Section 17 (Data Security and Privacy). However, Customer grants to Primex and its affiliates a non-exclusive, perpetual, irrevocable, worldwide license to use, sample, collect, and compile Customer Data in aggregated, de-identified form for the purposes of providing, maintenance of, improvement to, and operation of the SaaS services or for any new or different products or services or other lawful purposes. As between Customer and Primex, Primex owns all right, title, and interest in and to such de-identified and aggregated data.
5. Monitoring Data
Primex shall retain ownership of the entire right, title, and interest in and to Monitoring Data. Primex grants to Customer a non-exclusive, transferable, and perpetual license to use such data for its internal business purposes. Primex may use Monitoring Data for any lawful purpose including (a) providing services to Customer; (b) the improvement of Primex’s products and services (including without limitation training of artificial intelligence); (c) to generate derivative data based on the Monitoring Data.
6. Sale, Assignment, and Delay
Customer’s rights and obligations hereunder may not be transferred, leased or assigned except in their entirety to (1) a successor in interest of Customer’s entire business which assumes the obligations of this Agreement (provided the successor is, after the transfer or assignment, similar in size and nature to Customer) or (2) any other party who is reasonably acceptable to Primex, who enters into a substitute version of this Agreement. Primex shall not be liable for any delays in the performance of any of its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, pandemic, epidemic, fire, strike, war, riots, acts of civil or military, judicial actions, acts of God, or any other casualty or natural calamity.
7. Confidential Information
For purposes of this Agreement, “Confidential Information” means non-public information of a Party to this Agreement and includes, but is not limited to, know-how, trade secrets, information about existing, new, or envisioned products, services, or features and their development and performance, any scientific, engineering, or technical information, computer software, business and financial information, and information relating to manufacturing, marketing, sales, customers, and pricing. Confidential Information also includes information received by a Party from others that the party has an obligation to treat as confidential. Confidential Information does not include: (i) information rightfully possessed by a receiving Party, as shown by reliable evidence, prior to any disclosure by the other Party; (ii) information that is or becomes generally available to the public through no fault of the receiving Party; (iii) information obtained by the receiving Party in good faith from a third party who discloses such information to such Party on a non-confidential basis without violating any obligation of secrecy relating to the information disclosed; or (iv) information that the receiving Party independently develops without access to the information of the disclosing Party.
Except as otherwise permitted under this Agreement, Primex and Customer will not knowingly disclose to any third party or make use of any Confidential Information during the term of this Agreement and for so long as such information remains confidential. In addition to the foregoing, the Parties agree to not, at any time, during or at any time after the term of this Agreement, in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm, or corporation in any manner whatsoever any information of any kind, nature or description concerning any matters relating to each other’s business, including, but not limited to, this Agreement, names of employees, Customer’s business, its manner of operation, the nature, or descriptions of, its plans, processes or data of any other kind. This Agreement shall not be deemed to prevent the disclosures of information after having received prior consent from the other Party, disclosures required by applicable law or a binding regulation, rule or order of a court, governmental or regulatory body having competent authority and jurisdiction over the same, or disclosures to the parties’ respective attorneys and accountants for legal and accounting advice. Notwithstanding anything to the contrary in the Agreement, although Primex remains responsible for the confidentiality obligations as set forth in the Agreement and for the acts of any service provider and/or sub-processor Primex retains in this regard, Primex reserves the right to have Confidential Information and/or Customer Data accessed by Primex’s service providers, sub-processors and/or employees, some of whom may be outside the United States or Canada for the sole purpose of performing or upgrading services for the Customer.
Customer agrees that Primex may use sub-processors to fulfill its contractual obligations under the Agreement. The list of sub-processors that are currently engaged by Primex to carry out processing activities on Customer Data on behalf of Customer can be made available to Customer upon Customer’s written request.
When engaging any sub-processor Primex will enter into a written agreement with the sub-processor and such written agreement with the sub-processor will require the sub-processor to (i) have appropriate technical and organizational measures to meet the requirements of applicable data protection laws, (ii) be bound to confidentiality obligations at least as restrictive as those contained in this section of the Agreement, and (iii) Primex will remain responsible for the performance of the sub-processor's processing of Customer Data and compliance with applicable data protection laws.
8. LIMITED WARRANTY
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 BELOW AND THE EXPRESS LIMITED WARRANTIES SET FORTH IN THE SOW PERTAINING TO THE “IT WORKS OR WE PAY GUARANTEE” FOR THE ONEVUE SENSE PREFERRED PLAN, ALL SERVICES, PRODUCTS AND MATERIALS ARE PROVIDED "AS IS," “WHERE IS” AND “WITH ALL FAULTS,” AND PRIMEX SHALL NOT BE LIABLE TO REPAIR, REPLACE OR PAY FOR AY LOSSES OR DAMAGES RELATING TO ANY OF THE SERVICES, PRODUCTS OR MATERIALS PROVIDED TO CUSTOMER BY PRMEX. PRIMEX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PRIMEX MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY SOFTWARE IS PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SOFTWARE IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER, PROVIDER OR DISTRIBUTOR OF THE THIRD-PARTY SOFTWARE. PRIMEX DISCLAIMS ALL WARRANTIES AND RESPONSIBILITY FOR THIRD PARTY SOFTWARE WHICH SHALL BE THE SOLE OBLIGATION OF THE OWNER, PROVIDER OR DISTRIBUTOR OF THE THIRD-PARTY SOFTWARE.
THE PRIMEX PROVEN PROCESS OR CONSULTING SERVICES PROVIDED TO CUSTOMER BY PRIMEX WILL BE PERFORMED IN A MANNER CONSISTENT WITH THE STANDARDS AND THE GENERAL CUSTOMS AND PRACTICES OF THE INDUSTRY. CUSTOMER MUST REPORT ANY DEFICIENCIES IN THE PRIMEX PROVEN PROCESS OR CONSULTING SERVICES WITHIN THIRTY (30) DAYS OF THE LATER OF THE COMPLETION OF THE PRIMEX PROVEN PROCESS OR CONSULTING SERVICES OR THE DATE THAT SUCH DEFICIENCIES WERE REASONABLY DISCOVERABLE BY CUSTOMER, IN NO EVENT, HOWEVER EXCEEDING SIXTY (60) DAYS FROM THE DATE OF COMPLETION OF SUCH PRIMEX PROVEN PROCESS OR CONSULTING SERVICES.
9. Mutual Indemnification
Primex shall indemnify, defend, and hold harmless Customer from and against any and all losses incurred by Customer resulting from any action by a third party (other than an affiliate of Customer) that Customer's use of the SaaS services (excluding Customer Data and third-party software) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party's US patents, copyrights, or trade secrets. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) third-party software or Customer Data; (b) access to or use of the Primex’s materials in combination with any hardware, system, software, network, or other materials or service not provided by Primex or specified for Customer's use in the documentation; (c) modification of Primex’s materials other than: (i) by or on behalf of Primex; or (ii) with Primex’s written approval in accordance with Primex’s written specification; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Primex; or (e) any act, omission, or other matter described in the following paragraph of this Section 9, whether or not the same results in any action against or losses by Primex or any of its affiliates.
Customer shall indemnify, defend, and hold harmless Primex and its affiliates from and against any and all losses incurred by Primex or its affiliates resulting from any action by a third party that arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any processing of Customer Data by or on behalf of Primex in accordance with this Agreement; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any of its authorized users, including Primex’s compliance with any specifications or directions provided by or on behalf of Customer or any of its authorized users to the extent prepared without any contribution by Primex; (c) allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under this Agreement; or (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any of its authorized users, or any third party on behalf of Customer or any of its authorized users, in connection with this Agreement.
THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PRIMEX’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SAAS SERVICES OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL PRIMEX OR ANY OF ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SAAS SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN ADDITION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF PRIMEX AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE SUBSCRIPTION FEES PAID TO PRIMEX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND FOR THE AVOIDANCE OF DOUBT PRIMEX SHALL ONLY BE POTENTIALLY LIABLE FOR LOSSES UP TO SUCH LIABILITY CAP IN THE EVENT THE CUSTOMER HAS SELECTED THE ONEVUE SENSE PREFERRED PLAN IN THE QUOTE AND/OR SOW. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. Entire Agreement
This Agreement represents the entire understanding of the Parties with respect to its subject matter and supersedes and extinguishes all prior oral or written communications between the Parties about its subject matter. No modification of this Agreement will be effective unless it is in writing and signed by each Party. The terms and conditions set forth in this Agreement exclusively govern and control each of the Parties’ respective rights and obligations regarding the purchase and sale of the products and/or services in the applicable Quote and the Subscription Offering, and the Parties’ agreement is expressly limited to such terms and conditions contained in this Agreement. Notwithstanding the foregoing, if any terms and conditions contained in these Terms and Conditions conflict with any terms and conditions contained in an SOW or a Quote, the order of precedence is: (a) these Terms and Conditions; (b) the SOWs; and, lastly, (c) the Quotes.
In the event that any of the terms of this Agreement is, or becomes, or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.
The provisions of this Agreement are for the sole benefit of the Parties and they will not be construed as conferring any rights on any third party nor are there any third-party beneficiaries to this Agreement.
Each Party hereby warrants and represents to the other that such Party has the full right, power and authority to enter into this Agreement and to perform such Agreement in accordance with its terms.
Provided the Parties have mutually agreed in writing in advance of each and every such usage, Primex shall be entitled to refer to the Customer as a Primex customer, including the use of Customer’s name and Customer’s logo, on public platforms that include but are not limited to lists of customers, and on Primex’s website.
During the term of this Agreement, Primex shall maintain insurance coverage rated A “Excellent” by A.M. Best for the following risks in the following minimum amounts:
· Comprehensive General Liability Insurance: $2 million aggregate; $1 million per occurrence, including $1 million personal injury.
· Business Auto: $1 million combined single limit bodily injury and property damage liability.
· Umbrella: $10 million aggregate, $10 million per occurrence.
· Workers’ Compensation: as required by statute.
· Errors and Omissions (includes Cyber Liability coverage): $10 million aggregate, $10 million per occurrence
Upon the written request of Customer, Primex shall provide Customer with a certificate evidencing the above insurance coverage.
14. Status of Primex as Independent Contractor
Primex shall be an independent contractor in the performance of this Agreement and shall not be deemed an employee or agent of Customer for any purpose whatsoever. Neither party shall have power to act as an agent of the other or bind the other in any respect.
If Primex is requested by Customer to provide services on Customer’s premises, Customer agrees to provide Primex personnel a safe workplace whose standards are consistent with that of its own employees. Customer also agrees to provide reasonable access to its key personnel necessary for Primex to perform the services. Primex personnel will observe all safety and other applicable rules in effect at such workplace, provided that reasonable notice of the rules has been supplied to Primex and such personnel.
While performing services on Customer’s premises, Primex will comply with any and all personnel policies applicable to the employees of Customer.
Customer shall indemnify and hold Primex harmless from any and all damage and losses that occur while Primex’s personnel is on Customer’s premises, except if such damage or losses are due to the intentional misconduct of Primex’s personnel.
16. OneVue Services
Primex will provide the SaaS services at Primex’s SaaS site. Primex reserves the right to change the location of the SaaS site if it deems necessary. At the SaaS site will be the hardware and software necessary to run and support the OneVue Software from a remote location(s).
Customer acknowledges that the SaaS services as described in this Agreement may change from time to time as is required by changes to normal business conditions. It is further understood by Customer that any changes to the SaaS services will be applicable to all Primex’s Customers that are utilizing SaaS services. Primex will make best efforts to publish such changes to the SaaS services within a reasonable time frame to the OneVue portal. In any event, Primex shall make changes that are equivalent or better and will not downgrade the products or services offered to Customer as of the Effective Date of this Agreement.
17. Data Security and Privacy
a. Data Governance
i. Primex does not collect, Monitoring Points do not collect, and Customer will not share with Primex any Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable implementing regulations.
ii. Monitoring Points does not collect any Personally Identifiable Information (“PHI”). However, in the course of providing the SaaS services, Primex may collect, transfer, store and use Customer Data, as defined in the Agreement, provided to, collected by or made accessible to Primex. For these purposes, Customer Data may be transferred to or be accessible to (i) Primex personnel as is required to perform the SaaS services in accordance with the Agreement and in accordance with applicable data privacy protection laws; and (ii) third parties (including, but not limited to, courts, law enforcement, or regulatory authorities), where required by law, provided Primex will provide reasonable notice to Customer prior to any such disclosure if legally permissible.
iii. Primex shall maintain internal company wide policies and procedures addressing the secure storage, transmission and processing of Customer Data which shall comply with prevailing industry standards for the same category of data elements.
b. Privacy and Compliance
Primex represents and warrants that with respect to the collection, storage, transfer, and use of Customer Data it shall comply with all applicable governmental laws, rules, and regulations and (iv shall only do so if and to the extent required to perform services pursuant to the Agreement.
c. Data Protection
Primex shall maintain the following controls in the interest of safeguarding Customer Data:
i. Designated security and privacy personnel responsible for the development and implementation of information security and privacy practices and policies.
ii. Require background checks (including criminal) of staff who will have access to Customer Data.
iii. Implement reasonably appropriate security and privacy awareness training for all members of its workforce;
iv. Transfer and store Customer Data in an encrypted/secure manner.
v. Implement reasonably appropriate technical safeguards to protect Customer Data, such as firewalls, intrusion detection and prevention systems, logging and monitoring systems, access control systems and encryption.
vi. Restrict access to data, applications, systems, databases and networks to only those approved users who have a business need/job responsibility.
vii. Timely de-provisioning, revocation, or modification of user access to Primex’s systems, information assets and Customer Data shall be implemented by Primex upon any change in status of employees, contractors, customers, business partners, or third parties, if, as and when warranted.
viii. Maintain procedures for data retention and storage, and backup/redundancy mechanisms.
a. Implement reasonable physical safeguards to restrict physical access to Confidential Information, such as restricted access requiring authentication, and appropriate environmental controls.
d. Data Breach
Primex will promptly respond to, contain and remediate Security Incidents. Primex shall notify Customer of a Security Incident (as defined below) upon becoming aware of a Security Incident involving Customer Data. A “Security Incident” is a breach of confidentiality, data integrity or a security compromise of a network, data base or server resulting in the loss, unauthorized access, use, transfer or acquisition of Customer Data. Primex shall inform Customer about Security Incident response activities in reasonable intervals until the Security Incident is resolved, which may include documenting and keeping Customer reasonably informed of all investigative and recovery efforts related to any such Security Incidents, including discovery, investigation and containment, recovery, use of data and experience for gap identification and process improvement, mitigation plans, and cooperation with law enforcement, if legally permissible, as reasonably appropriate.